LISTED STANDARD DEPOSITARY RECEIPTS Investor Presentation November 2012 Key Corporate Developments in 2012 Decision to transfer control over Holding MRSK Tariff decisions Investment programme Capital market activities On 12 May 2012, the Russian Government decided to transfer the functions of Holding MRSK’s sole executive body to Federal Grid Company On 30 June 2012 the agreement on executive body was approved by the Board of Directors of Holding MRSK, and on 9 July 2012, it was approved by the Board of Directors of Federal Grid Company On 21 May 2012, the Federal Tariff Service approved tariffs for electricity transmission over backbone grids for 2012 – 2014 According to the decision, starting in 2H 2012, the tariff will be increased by 11% with subsequent 9% tariff increases slated for mid-2013 and 2014 On 11 May 2012, the Ministry of Energy approved a RUB 505 Bn 2012 – 2014 investment program for Federal Grid Company On 31 October 2012, the extended programme was reviewed and approved by the Ministry of Energy for 2013-2017 in the amount of RUB 776 Bn On 27 April 2012, the Board of Directors of Federal Grid Company approved three long-term debt instruments in order to diversify its debt financing sources: Russian bonds totaling up to RUR 125 bn. Stock-exchange authorized ruble bonds totaling up to RUR 100 bn. Eurobonds totaling up to RUR 100 bn. 2 Operational Overview Electricity Transmission Volume Total Transformer Capacity in Operations Bn kWh (for respective period) GVA (end of period) 0 Substations(1) Transmission Grid Length in Operations Units (end of period) ‘000 km (end of period) 0 0 Source Company data Notes: 1. Including leased substations 3 RAB Regulation: Transforming Approach to Financing Regulatory Asset Base (RAB) Regulation On 12 May 2012, Russia’s Federal Tariff Service approved tariffs under RAB regulation for 2012 – 2014 Federal Grid Company tariff was increased by 11.0% starting from 1 July 2012, by 9.4% starting from 1 July 2013, and by 9.4% from 1 July 2014 Return on initial invested capital in 2014 was raised from 9.1% to 10.0% and now equals the return on new invested capital RAB base is accounted for once assets are commissioned and put on the company’s balance sheet RAB Return Calculation January 2010 • Switched to 3-year RAB regulation September 2010 • Regulation period prolonged to 5 years April 2011 • Tariff growth for 2011 has been smoothed out to 5% May 2012 • FTS approved tariffs for 2012-2014 2010 2011 From 1 July 2012 From 1 July 2013 From 1 July 2014 Return on initial invested capital 3.9% 5.2% 6.5% 7.8% 10.0% Return on new invested capital 11.0% 11.0% 11.0% 10.0% 10.0% 51.1% 32.9% for Q1, 26.4% for Q2 – Q4 11.0% 9.4% 9.4% Tariff growth 4 Key Financial Results Revenue Adjusted EBITDA RUB Bn RUB Bn -6.0% -16.9% Adjusted EBITDA Margin Adjusted Profit for the Period Net Debt Position RUB Bn RUB Bn -38.6% Leverage Adjusted Profit Margin Source: Company IFRS financials Note: Definitions for terms marked in this presentation with capital letters (including certain non--IFRS financial information) are provided at the end of this presentation 5 Revenue Structure Analysis H1 2011 H1 2012 RUB Bn RUB Bn Transmission fee 69.4 65.3 (5.8) Electricity sales 1.1 0.9 (15.7) Other revenues 0.8 0.7 (13.0) Total Revenue 71.2 66.9 (6.0) Other Operating Income 1.6 1.4 (8.8) Total Revenue The Group’s electricity transmission fee decreased by RUB 4.1 Bn or 5.8%. It was mainly driven by decrease in tariffs for electricity transmission (by 2.5% as the average) and for compensation of normative technologic electricity losses (by 25.6% as the average) set by FTS from 1 April 2011 through 30 June 2012 Other revenues decreased by approximately RUB 0.1 Bn. This decrease mainly related to reduction of revenue from rendering services on connection to the UNEG for the period Other operating income decreased by 8.8% primarily due to lower income from research and development services rendered by OJSC “Dalenergosetproject” , the Group’s subsidiary, and reduction of insurance proceeds (in H1 2011 Federal Grid Company received one-off insurance compensation of the Chagino accident) RUB Bn Source: Company IFRS financials Note: Definitions for terms marked in this presentation with capital letters (including certain non-IFRS financial information) are provided at the end of this presentation 6 Y-o-Y Change % Operating Cost Structure (1) H1 2011 H1 2012 RUB Bn % of Total Operating Costs RUB Bn % of Total Operating Costs Y-o-Y Change % D&A (2) 16.1 35.2 20.5 38.2 27.0 Personnel Related Expenses 12.9 28.2 13.0 24.3 1.4 Purchased electricity 6.8 14.9 6.4 12.0 (4.7) Materials, Repairs and Maintenance 2.2 4.8 2.4 4.6 8.2 (0.1) 0 1.9 4.0 n/a Other operating expenses 7.8 16.9 9.4 17.1 18.8 Total Operating expenses 45.7 100.0 53.6 100.0 17.4 (Reversal)/accrual of allowance for doubtful debtors Operating expenses for the six months ended 30 June 2012 increased by 17.4%. This increase was mainly due to higher D&A expenses and an accrual of allowance for doubtful debtors D&A increased by 27% following the implementation of investment programme and commissioning of new fixed assets into operations Personnel Related Expenses increased by 1.4%. Decrease in purchased electricity expenses of 4.7% was due to reduction of actual volumes of electricity losses during transmission owing to increased UNEG efficiency as well as a result of decreased wholesale electricity prices An accrual of allowance for doubtful debtors includes mainly allowances for receivables from OJSC “IDGC of Siberia” and OJSC “Lenenergo” (subsidiaries of MRSK Holding) Source: Company IFRS financials Notes: 1. Definitions for terms marked in this presentation with capital letters (including certain non-IFRS financial information) are provided at the end of this presentation 2. Includes amortization of intangible assets of RUB 0.5 Bn in 2011 and RUB 0.3 Bn in H1 2012 7 Earnings Analysis Adjusted EBITDA Bridge RUB Bn Adjusted Profit Bridge RUB Bn Source: Company IFRS financials Note: Definitions for terms marked in this presentation with capital letters (including certain non--IFRS financial information) are provided at the end of this presentation 8 Free Cash Flow Free Cash Flow in H1 2012 RUB Bn Source: Company IFRS financials Note: Definitions for terms marked in this presentation with capital letters (including certain non-IFRS financial information) are provided at the end of this presentation 9 Debt Capital Structure Net Debt Position RUB Bn Total debt amounted to RUB 153.3 Bn as of 30 June 2012 77% of total debt are RUB bonds and the remaining are primarily bank loans 100% of total debt are unsecured and rouble nominated Net debt position of RUB 106.8 Bn as of 30 June 2012 implied a relatively low Leverage of 1.4x Credit Ratings: S&P: BBB stable (same as Sovereign) Moody’s: Baa2 stable (one notch below Sovereign) Net Debt Total Debt Leverage Key Credit Ratios 2010 2011 H1 2012 Total Debt, RUB Bn 57.5 132.8 153.3 Net Debt, RUB Bn (3.8) 85.2 106.8 Total Debt / Adjusted EBITDA LTM 0.8x 1.6x 2.0x Net Debt / Adjusted EBITDA LTM (0.1x) 1.0x 1.4x Adjusted EBITDA / Gross interest 35.5x 14.2x 6.7x NM 85% 64% FFO LTM / Net Debt Source: Company IFRS financials Note: Definitions for terms marked in this presentation with capital letters (including certain non-IFRS financial information) are provided at the end of this presentation 10 Events after reporting date (non-IFRS data) Events after the reporting date Debt Maturity profile as of 15.11.2012 RUB Bn In August 2012 Federal Grid placed 10-year RUB 10 billion local bond issue with CPI-linked coupon (1) In October 2012 Federal Grid successfully placed 3 bond issues: 4-year RUB 15 Bn, 4.5-year RUB 10 Bn local bond issues and 2.5 year RUB 10 Bn stock-exchange authorized bonds. The coupon rates were set at 8.6%, 8.75% and 8.1% respectively Key prospective in debt financing The Company negotiates the possibility to create the mechanisms for issuing of infrastructure bonds in Russian Federation As of 15.11.2012: Weighted average cost of ruble-denominated debt financing: 8.4% 100% of the credit portfolio is unsecured debt Notes: 1. The first two coupons are set at 9% p.a., which provides a fixed level of income for the first year of the bond’s tenor. The floating rate used for subsequent coupons (until the put option) will be calculated based on the consumer price index plus 2.5%. 11 Investment Program: 2013 – 2017 On 31 October 2012, the Ministry of Energy approved Federal Grid Company’s investment program for 2013 – 2017 The approved plan entails investments totalling RUB 776 Bn (including VAT) into the commissioning of 66,870 MVA of new transformer capacity and 16,985 kilometres of new transmission lines In 2012 Federal Grid Company plans to invest RUB 196 Bn (including VAT) New construction 2013 – 2017 17,034 16,576 14,994 4,397 9,932 3,690 3,358 8,334 3,112 Transmission lines, km 2,428 Transformer capacity, MVA 2013 2014 2015 12 2016 2017 2013 – 2017 Investment Programme RUB 12.3 Bn (1.6%) RUB 2.2 Bn (0.3%) Innovations and energy efficiency Acquisition of production facilities RUB 23.5 Bn (3.0%) RUB 4.1 Bn (0.5%) Other projects R&D (planned) RUB 266.3 Bn (34.3%) RUB 467.1 Bn (60.3%) Technical upgrades and renovation 28,318 MVA 908 km New construction 22,068 MVA 12,239 km Total Volume over 2013 – 2017: Projected investment: Capacity to be commissioned: Grids to be commissioned: 13 RUB 775.5 Bn 66,870 MVA 16,985 km 13 Key Investment Projects 2013-2017 Provision of power (1,000MW) generated by Power Unit No4 of the Kalininskaya NPP Provision of power (1,170MW) generated by Power Unit No1 of the Leningradskaya NPP-2 Construction of 220kV transmission line Pechorskaya HPP-Ukhta-Mikun’ Construction of power supply facilities for the ZapolyaryePurpe pipeline Provision of power (450 MW) for the Urengoyskaya SDPP Commissioning period – 2012 Commissioning period – 2013-2014 Commissioning period – 2010-2016 Commissioning period – 2015-2016 Commissioning period – 2012-2013 Construction of power supply facilities for the Vankor oil field Commissioning period – 2013 - 2014 Transfer of HVL to cable lines and the construction of the 220 kV sub-station for the Skolkovo Innovations Center Construction of 220kV transmission line Milkovo-UstKamchatsk Commissioning period – 2012 Commissioning period – 2012-2020 Provision of power (1,150MW) generated by Power Unit No1 of the Novovoronezhskaya NPP-2 Construction of 220kV transmission line Neryungrinskaya SDPP-Nizhny Kuranakh-Tommo-Maya with 220kV substations in Tommot and Maya Commissioning period – 2015 Commissioning period – 2013-2014 Construction of 500kV transmission line Donskaya NPP-Borino with reconstruction of Borino substation Commissioning period – 2011-2015 Construction of power supply facilities for the Elginskoye Coal Mine Construction of infrastructure to supply power for the 2014 Sochi Winter Olympics Construction of 500kV electricity transmission line from Zeyskaya HPP to RussianChinese border, Commissioning period – 2013-2014 Commissioning period – 2010-2013 Commissioning period- 2012 Construction of 500kV transmission line Rostovskaya NPP-Rostovskaya Construction of 500kV transmission line Rostovskaya NPP-Tikhorezk Construction of 500kV transmission line Boguchanskaya HPP-Ozernaya Provision of power (1,000MW) for the start-up system of the Boguchanskaya HPP Power supply facilities for the ESPO pipeline Commissioning period – 2012-2018 Commissioning period – 2010-2016 Commissioning period – 2010-2014 Commissioning period – 2012-2013 Commissioning period – 2011-2015 Electricity transmission lines (220 kV, 330 kV, 500к kV and 750 kV) Electricity transmission lines and sub-stations 14 Thank you Appendix 15 Appendix Balance Sheet Consolidated Interim Statement of Financial Position RUB MM 30 June 2012 31 December 2011 ASSETS Non-current assets Property, plant and equipment Intangible assets Investments in associates Available-for-sale investments Long-term promissory notes Other non-current assets Total non-current assets 1,022,111 7,498 1,506 56,420 11,908 993 1,100,436 980,677 6,973 910 69,979 14,928 1,039 1,074,506 Current assets Cash and cash equivalents Bank deposits Short-term promissory notes Loans given Accounts receivable and prepayments Income tax prepayments Inventories Total current assets TOTAL ASSETS 29,953 1,035 15,438 35 32,886 1,384 7,492 88,223 1,188,659 25,627 1,184 20,737 448 32,944 1,911 6,320 89,171 1,163,677 EQUITY AND LIABILITIES Equity Share capital: Ordinary shares Treasury shares Share premium Reserves Accumulated deficit Equity attributable to the shareholders of JSC “FGC UES” Non-controlling interest Total equity 630,193 (5,161) 10,501 313,688 (45,628) 903,593 762 904,355 627,974 (5,522) 10,501 314,323 (49,962) 897,314 793 898,107 Non-current liabilities Deferred income tax liabilities Non-current debt Retirement benefit obligations Total non-current liabilities 78,928 150,740 4,847 234,515 80,572 130,778 4,686 216,036 55 2,516 46,915 303 49,789 284,304 1,188,659 2,275 2,002 44,974 283 49,534 265,570 1,163,677 Current liabilities Accounts payable to the shareholders of JSC “FGC UES” Current debt and current portion of non-current debt Accounts payable and accrued charges Income tax payable Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES 17 Profit and Loss Statement Consolidated Interim Statement of Comprehensive Income RUB MM Revenues Other operating income Operating expenses Six months ended 30 June 2012 Six months ended 30 June 2011 66,909 71,217 1,447 1,587 (53,584) (45,657) Gain on disposal of available-for-sale investments - 31,115 Loss on re-measurement of assets held for sale - (4,718) Reversal of impairment of property, plant and equipment, net 267 - Operating profit 15,039 53,544 Finance income 2,237 2,200 Finance costs (129) (103) (12,895) - Impairment of available-for-sale investments Reversal of impairment of investments in associates Share of result of associates 313 - (1) (1) Profit before income tax 4,564 55,640 Income tax (650) (11,712) Profit for the period 3,914 43,928 (13,559) (17,261) - (31,115) 12,895 - Other comprehensive income Change in fair value of available-for-sale investments Accumulated gain on available-for-sale investments recycled to profit or loss Impairment of available-for-sale investments recycled to profit or loss Change in revaluation reserve for property, plant and equipment in associates Foreign currency translation difference Income tax recorded directly in other comprehensive income 260 - 24 (11) 133 9,675 Other comprehensive loss for the period, net of income tax (247) (38,712) Total comprehensive income for the period 3,667 5,216 3,945 44,197 (31) (269) 3,698 5,485 (31) (269) 0.003 0.036 Profit / (loss) attributable to: Shareholders of JSC “FGC UES” Non-controlling interest Total comprehensive income / (loss) attributable to: Shareholders of JSC “FGC UES” Non-controlling interest Earning per ordinary share for profit attributable to the shareholders of JSC “FGC UES” – basic and diluted (in Russian Roubles) 18 Cash Flow Statement Consolidated Interim Statement of Cash Flows RUB MM CASH FLOWS FROM OPERATING ACTIVITIES: Profit before profit tax Adjustments to reconcile profit before income tax to net cash provided by operations Depreciation of property, plant and equipment Loss on disposal of property, plant and equipment Amortisation of intangible assets Reversal of impairment of property, plant and equipment, net Impairment of available-for-sale investments Reversal of impairment of investments in associates Gain on disposal of available-for-sale investments Loss on re-measurement of assets held for sale Share of result of associates Accrual / (reversal) of allowance for doubtful debtors Share-based compensation Finance income Finance costs Other non-cash operating expense Operating cash flows before working capital changes and income tax paid Working capital changes: Increase in accounts receivable and prepayments Increase in inventories Decrease / (increase) in other non-current assets Increase in accounts payable and accrued charges Increase in retirement benefit obligations Income tax paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of intangible assets Purchase of promissory notes Investment in bank deposits Redemption of promissory notes Redemption of bank deposits Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from non-current borrowings Repayment of current borrowings Repayment of lease Interest paid Net cash generated by / (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 19 Six months ended 30 June 2012 Six months ended 30 June 2011 4,564 55,640 20,186 279 278 (267) 12,895 (313) 1 1,933 361 (2,237) 129 7 37,816 15,652 392 461 (31,115) 4,718 1 (124) 880 (2,200) 103 44,408 (2,145) (1,177) 46 4,364 162 (1,613) 37,453 (1,922) (1,406) (111) 2,939 451 (8,084) 36,275 (58,882) 341 (803) (35,000) (1,897) 45,027 2,046 1,169 (47,999) (69,614) 458 (425) (9,000) (2,246) 46,623 1,983 942 (31,279) 20,000 (59) (75) (4,994) 14,872 4,326 25,627 29,953 (2,102) (2,102) 2,894 13,573 16,467 Glossary General The Unified National Electric Grid – UNEG OJSC “Federal Grid Company of Unified Energy System” – Federal Grid Company OJSC “FGC UES” and its subsidiaries – the Group OJSC “Interregional Distribution Grid Companies Holding – Holding MRSK Russian Federal Tariff Service – FTS Financial Metrics Adjusted EBITDA – profit for the period before income tax expense, finance income and costs, depreciation and amortization adjusted to exclude such items as: a gain on disposal of available-for-sale investments and investments in associates, an impairment (reversal of impairment) of available-for-sale investments and investments in associates, a loss on re-measurement of assets held for sale, a revaluation loss on property, plant and equipment, movements in non-specific impairment of property, plant and equipment, a loss on dilution of share in associates, and to include finance income Adjusted EBITDA Margin – ratio of Adjusted EBITDA to revenue Adjusted Profit for the period – profit for the period adjusted for such items as: a gain on disposal of available-for-sale investments and investments in associates, an impairment (reversal of impairment) of available-for-sale investments and investments in associates, a loss on re-measurement of assets held for sale, a revaluation loss on property, plant and equipment, movements in non-specific impairment of property, plant and equipment, a loss on dilution of share in associates, and related deferred income tax effects Total Debt – current and non-current debt (includes bonds, bank and non-bank loans and finance lease liabilities) Net Debt –Total Debt less cash and equivalents, short-term promissory notes and bank deposits Capex – cash spent during the reporting period for purchase of property, plant and equipment and intangible assets Leverage – ratio of Net Debt as at the end of the reporting period to Adjusted EBITDA for the last twelve months before the end of that period Personnel Related Expenses – employee benefit expenses and payroll taxes Materials, Repairs and Maintenance costs – sum of expenses for repairs and maintenance of equipment (by contractors) and materials for repair Debtor Accruals/(Reversals) and Losses on PP&E – sum of accrual / (reversal) of allowance for doubtful debtors and loss / (gain) on disposal of property, plant and equipment D&A –depreciation of property, plant and equipment and amortization of intangible assets FFO – Adjusted Profit for the period plus D&A Gross interest – total interest expense before capitalization on borrowings related to qualifying assets 20 Contacts for Institutional Investors and Analysts Head of Investor Relations: Alexander Duzhinov Tel.: +7 495 710 9064 Mob: +7 916 041 8053 Fax: +7 495 710 9641 E-mail: ir@fsk-ees.ru 21 Disclaimer The materials comprising this Presentation have been prepared by the Company solely for use by the Company’s management at investor meetings with a limited number of institutional investors who have agreed to attend such meetings and to be subject to obligations to maintain Company to confirm confidentiality of presentation. This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity. No part of this Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This Presentation does not constitute a recommendation regarding the securities of the Company. This Presentation is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. These assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control and it may not achieve or accomplish these expectations, beliefs or projections. In addition, important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of profitability, growth, cost and its recent acquisitions, the timely development of new projects, the impact of competitive pricing, the ability to obtain necessary regulatory approvals, and the impact of general business and global economic conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. 22